We
are
offering (i) $2,750,000 aggregate principal amount of 8% Convertible Debentures
due 2010 (each, a “Debenture”) of Amarin Corporation plc (“Amarin”), convertible
into 5,729,166 ordinary shares (collectively, the “Unit Shares”), ₤0.05 par
value per share, of Amarin (each, an “Ordinary Share”), each Ordinary Share
represented by one American Depositary Share (each, an “ADS”), and (ii) warrants
(each, a “Warrant”) to purchase 2,291,666 Ordinary Shares, each Ordinary Share
represented by one ADS (collectively, the “Warrant Shares”), in each case to
selected investors (the “Unit Investors”) pursuant to this prospectus supplement
and the accompanying core prospectus. For purposes of this prospectus
supplement, the term “Unit” refers to $1,000 principal amount of Debentures and
Warrants to purchase 833.33 Warrant Shares. The Units will be sold at
the negotiated price of $1,000 per Unit (the “Unit Purchase
Price”). The Debentures will mature on December 6, 2010 unless
earlier converted, redeemed or repurchased. The Warrants will expire
on December 5, 2012 unless earlier exercised or terminated.

We
are
also offering the 2,291,666 Warrant Shares referred to above pursuant to
this
prospectus supplement and the accompanying core prospectus. The
Warrant Shares will be sold at the negotiated exercise price per Warrant
Share
equal to $0.48 (the “Exercise Price”).

The
Debentures will bear interest at a rate of 8% per year. We will pay
interest in arrears on March 31, June 30, September 30 and December 31 of
each
year, commencing on March 31, 2008, to the persons who are registered Holders
at
the close of business on the March 15, June 15, September 15 and December
15
immediately preceding the applicable interest payment date. The
Debentures will be issued with original issue discount for U.S. federal income
tax purposes. Payments on the Debentures may be subject to United Kingdom
withholding tax. See “Certain U.S. Federal Income Tax
Considerations.”

The
Debentures will be our senior, unsecured obligations, will rank equal in
right
of payment to all of our future unsecured and unsubordinated indebtedness
and
will be effectively subordinated to all of our future secured debt to the
extent
of the assets securing such indebtedness. The Debentures will limit
the ability of our subsidiaries to incur indebtedness. However,
because they will not be guaranteed by our subsidiaries (or any other third
party), the Debentures will be structurally subordinated to the indebtedness
and
other liabilities that our subsidiaries are permitted to incur.

Holders
will have the right to convert their Debentures on or after April 6, 2008
and
prior to the close of business on the business day immediately preceding
the
maturity date, initially at a conversion rate of 2,083.33 Ordinary Shares
per
$1,000 principal amount of Debentures, which is equivalent to an initial
conversion price of approximately $0.48 per Ordinary Share. The
number of shares due upon conversion will be equal to (i) (A) the aggregate
principal amount of Debentures to be converted, divided by (B) 1,000, multiplied
by (ii) the conversion rate in effect on the relevant conversion date, such
price subject to adjustment as described in this prospectus
supplement. The right of Holders to convert will terminate in
connection with a redemption of the Debentures described below

So
long
as any Debentures remain outstanding, upon completion of any equity or debt
financing by us for cash, we will be required (subject to certain exceptions)
to
use the net proceeds of such financing to redeem for cash all outstanding
Debentures at a redemption price equal to 100% of the principal amount thereof,
plus any accrued and unpaid interest thereon up to but not including the
redemption date. If a change of control, as defined herein, occurs,
we will be required to redeem for cash all of outstanding Debentures at a
redemption price equal to 100% of the principal amount thereof, plus any
accrued
and unpaid interest thereon up to but not including the redemption
date. We have the right to redeem the Debentures for cash in whole or
in part, at any time or from time to time, before April 6, 2008 at a
redemption price equal to 100% of the principal amount thereof, plus any
accrued
and unpaid interest thereon up to but not including the redemption
date. Notwithstanding any redemption of the Debentures, the Warrants
will remain outstanding.

Concurrently
with this offering, we are offering, by means of a separate prospectus
supplement and accompanying core prospectus; (i) 16,290,900 Ordinary
Shares, each Ordinary Share represented by one ADS, and (ii) warrants to
purchase 8,145,446 Ordinary Shares, each Ordinary Share represented by one
ADS,
in each case to selected investors pursuant to a separate prospectus supplement
and an accompanying core prospectus. Each unit composed of one
Ordinary Share and one warrant to purchase 0.50 of one Ordinary Share will
be
sold at the negotiated price of $0.33 per unit. This prospectus
supplement and the accompanying core prospectus do not constitute an offer
to
sell or the solicitation of an offer to buy such units, which offer and
solicitation shall occur only pursuant to such separate prospectus supplement
and accompanying core prospectus.

Our
ADSs
are traded on the Nasdaq Capital Market, the principal trading market for
our
securities, under the symbol “AMRN.” The closing price of our ADSs on
December 4, 2007 was $0.36 per ADS. We do not intend to apply for
listing of the Units on any securities exchange or for inclusion thereof
in any
automated quotation system.

INVESTING
IN THE UNITS AND THE WARRANT SHARES INVOLVES RISKS. SEE “RISK
FACTORS” BEGINNING ON PAGE S-9 OF THIS PROSPECTUS
SUPPLEMENT.

Per
Unit/Share(1)

Total
(1)

Offering
price of Units

$1,000.00

$2,750,000

Offering
price of Warrant Shares

$0.48

$1,100,000

Offering
expenses (2)

$0.027

$216,500

Proceeds,
after fees and commissions, to us

$0.453

$3,633,500

(1) Assumes
that all 2,291,666 Warrant Shares issuable upon exercise of the Warrants
offered
by this prospectus supplement are issued and sold in this
offering. There is no requirement that any minimum number of Warrant
Shares or dollar amount of Warrant Shares be issued and sold in this offering
and there can be no assurance that we will issue and sell all or any of the
Warrant Shares being offered.

(2) No
discounts, commissions, concessions or other compensation has been paid or
will
be paid to any underwriter, broker, dealer or agent in connection with the
offering. Reflects trustee fees, legal fees, accounting fees and
other expenses totaling approximately $216,500.

NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING CORE PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The
Units
offered hereby are being issued directly to the Unit Investors on or about
December 6, 2007. The Warrant Shares offered hereby will be
issued directly to the Unit Investors or their assigns on their date of
issuance.

The
date
of this prospectus supplement is December 5, 2007.

TABLE
OF CONTENTS

PROSPECTUS
SUPPLEMENT

PAGE

ABOUT
THIS PROSPECTUS SUPPLEMENT

S-1

NOTE
REGARDING FORWARD-LOOKING STATEMENTS

S-2

RECENT
DEVELOPMENTS

S-3

THE
OFFERING

S-5

RISK
FACTORS

S-9

RATIO
OF EARNINGS TO FIXED CHARGES

S-16

USE
OF PROCEEDS

S-17

CAPITALIZATION
AND INDEBTEDNESS

S-18

DILUTION

S-20

PRICE
HISTORY

S-21

UNAUDITED
PRO FORMA FINANCIAL INFORMATION

S-22

DESCRIPTION
OF UNITS

S-33

DESCRIPTION
OF DEBENTURES

S-33

DESCRIPTION
OF WARRANTS

S-41

DESCRIPTION
OF AMERICAN DEPOSITARY SHARES

S-44

DESCRIPTION
OF ORDINARY SHARES

S-44

TAXATION

S-44

PLAN
OF DISTRIBUTION

S-55

LEGAL
MATTERS

S-55

INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE

S-55

WHERE
YOU CAN FIND MORE INFORMATION

S-56

PROSPECTUS
SUPPLEMENT

PAGE

ABOUT
THIS PROSPECTUS

1

AMARIN
CORPORATION PLC

2

AMARIN
FINANCE LTD.

2

RISK
FACTORS

3

FORWARD-LOOKING
STATEMENTS

16

PRESENTATION
OF FINANCIAL INFORMATION

18

INCORPORATION
BY REFERENCE

19

WHERE
YOU CAN FIND MORE INFORMATION

20

ENFORCEABILITY
OF CIVIL LIABILITIES

20

USE
OF PROCEEDS

20

RATIO
OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO COMBINED
FIXED
CHARGES AND PREFERENCE SHARE DIVIDENDS

21

CAPITALIZATION
AND INDEBTEDNESS

21

PRICE
HISTORY

23

DESCRIPTION
OF DEBT SECURITIES AND GUARANTEES

24

DESCRIPTION
OF ORDINARY SHARES

33

DESCRIPTION
OF PREFERENCE SHARES

35

DESCRIPTION
OF AMERICAN DEPOSITARY SHARES

37

CERTAIN
PROVISIONS OF ENGLISH LAW AND OF THE COMPANY’S MEMORANDUM AND ARTICLES OF
ASSOCIATION

44

DESCRIPTION
OF WARRANTS

45

DESCRIPTION
OF PURCHASE CONTRACTS

46

DESCRIPTION
OF UNITS

47

TAXATION

47

PLAN
OF DISTRIBUTION

47

EXPERTS

49

LEGAL
MATTERS

50

DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

This
prospectus is in two parts. The first part is this prospectus
supplement, which describes the material terms of this offering, the Units
and
the Warrant Shares and adds to and updates information contained in or
incorporated by reference into the accompanying core prospectus. The
second part is the accompanying core prospectus, which gives more information
about us and the securities we may offer from time to time under the
registration statement of which this prospectus supplement and accompanying
core
prospectus are a part. To the extent there is a conflict between the
information contained, or referred to, in this prospectus supplement, on
the one
hand, and the information contained, or referred to, in the accompanying
core
prospectus or any document incorporated by reference herein or therein, on
the
other hand, the information in this prospectus supplement shall
control.

We
have
not authorized any broker, dealer, salesperson or other person to give any
information or to make any representation. You must not rely upon any
information or representation not contained or incorporated by reference
in this
prospectus supplement or the accompanying core prospectus.

This
prospectus supplement and the accompanying core prospectus do not constitute
an
offer to sell or the solicitation of an offer to buy the securities in any
jurisdiction nor do this prospectus supplement and the accompanying core
prospectus constitute an offer to sell or the solicitation of an offer to
buy
the securities in any jurisdiction to any person to whom it is unlawful to
make
such offer or solicitation in such jurisdiction. You should
not assume that the information contained in this prospectus supplement and
the
accompanying core prospectus is accurate on any date subsequent to the date
set
forth on the front of the document or that any information we have incorporated
by reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus supplement and any
accompanying core prospectus are delivered securities are sold on a later
date.

It
is
important for you to read and consider all information contained in this
prospectus supplement and the accompanying core prospectus, including the
documents we have referenced in the section entitled “Incorporation of Certain
Information by Reference” in this prospectus supplement.

In
this
prospectus supplement and the accompanying core prospectus, “Amarin,” “Company,”
“we,” “us” and “our” refer to Amarin Corporation plc and its consolidated
subsidiaries. References to “U.S. dollars,” “USD” or “$” are to the
lawful currency of the United States and references to “pounds sterling,” “GBP£”
or “£” are to the lawful currency of the United Kingdom.

S-1

NOTE
REGARDING FORWARD-LOOKING STATEMENTS

This
prospectus supplement and the accompanying core prospectus include
forward-looking statements. These forward-looking statements relate,
among other things, to our future capital needs, our ability to acquire or
develop additional marketable products, acceptance of our products by
prescribers and end-users, competitive factors, and our marketing and sales
plans. In addition, we may make forward-looking statements in future
filings with the Securities and Exchange Commission (the “SEC”) and in written
material, press releases and oral statements issued by or on behalf of
us. Forward-looking statements include statements regarding our
intent, belief or current expectations or those of our management regarding
various matters, including statements that include forward-looking terminology
such as “may,” “will,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “continues,” or similar expressions.

Forward-looking
statements are subject to risks and uncertainties, certain of which are beyond
our control. Actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors,
including the factors described in the “Risk Factors” section of this prospectus
supplement. Some, but not all, of these factors are the timing of our
future capital needs and our ability to raise additional capital when needed,
our ability to obtain regulatory approval for our products, uncertainty of
market acceptance of our products, our ability to compete with other
pharmaceutical companies, our ability to develop or acquire new products,
problems with important third-party manufacturers on whom we rely, our ability
to attract and retain key personnel, and implementation and enforcement of
government regulations. This list of factors is not exclusive and
other risks and uncertainties may cause actual results to differ materially
from
those in forward-looking statements.

All
forward-looking statements in this prospectus supplement and core prospectus
are
based on information available to us on the date hereof. We may not
be required to publicly update or revise any forward-looking statements that
may
be made by us or on our behalf, in this prospectus supplement and core
prospectus or otherwise, whether as a result of new information, future events
or other reasons. Because of these risks and uncertainties, the
forward-looking events and circumstances discussed in this prospectus supplement
and core prospectus might not transpire.

S-2

RECENT
DEVELOPMENTS

Acquisition
of Ester

On
December 5, 2007, we entered into a Stock Purchase Agreement (the “Acquisition
Agreement”) with the selling shareholders named therein and the other parties
thereto pursuant to which we will purchase all of the outstanding ordinary
shares of Ester Neurosciences Ltd. (“Ester”), a private pharmaceutical
development company based in Israel (the “Ester Acquisition”). The
acquisition is expected to close on December 6, 2007. Ester’s core assets
include (i) a platform messenger RNA (mRNA) silencing technology which targets
the cholinergic pathway; (ii) EN101, a Phase II compound with promising efficacy
data for the treatment of myasthenia gravis (“MG”) utilising this technology;
and (iii) a preclinical program in neurodegenerative and inflammatory
diseases. Pursuant to the Acquisition Agreement, we will acquire 100%
of the issued share capital of Ester for initial consideration of $15 million,
of which $5 million is payable in cash and $10 million in Ordinary Shares,
i.e.,
approximately 25 million Ordinary Shares. Following the acquisition
but before giving effect to this offering or the Concurrent Offering (as
defined
under “— Concurrent Offering” below), former Ester shareholders will own
approximately 20% of our outstanding Ordinary Shares. Additional
contingent payments, valued at $17 million, are payable to former Ester
shareholders on the successful completion of certain development-based
milestones. This additional contingent consideration represents:

·

two
milestone payments totalling $11 million, are payable, at our option,
in
cash or in Ordinary Shares valued at $0.38 per share, the 10-day
volume
weighted average closing price of our ADSs on the Nasdaq Capital
Market on
December 4, 2007 (the “Closing Price (subject to an adjustment reducing
the number of shares payable to former Ester shareholders if our
ADS
closing price on such milestone date is higher than $0.76 per
share):

o

$5
million is payable no earlier than April 5, 2008 on the achievement
of
certain efficacy data on completion of the ongoing Phase IIa study;
and

o

$6
million is due on successful completion of the Phase II program
supporting
progression to Phase III in the United States;
and

·

one
cash milestone payment of $6 million is payable on successful completion
of the Phase III program in the United
States.

In
addition, pursuant to the Acquisition Agreement we have assumed a single
digit
royalty obligation on net product sales of EN101.

Reverse
Stock Split

As
described in our Report of Foreign Private Issuer on Form 6-K furnished to
the
SEC on December 5, 2007, we announced on December 5, 2007 that we intend
to send
notice of an extraordinary general meeting (“EGM”) to our shareholders at which
we will seek approval for a 1 for 10 reverse stock split of our Ordinary
Shares;
if approval of the Ordinary Share stock split is received, our ADSs will
also be
reverse split on a 1 for 10 basis. It is estimated that the EGM will
take place in January 2008. To maintain the listing of our ADSs on
the Nasdaq Capital Market, we must maintain a minimum bid share price of
the
ADSs of $1.00 per share. In effecting the 1 for 10 reverse stock
split, we expect the bid price of our ADSs to greatly exceed the minimum
bid
price requirement of $1 and thus regain and sustain compliance with the Nasdaq
Capital Market’s listing requirements. We have received a delisting
notice from Nasdaq (see “Risk Factors — We have received a notice from Nasdaq
that our ADSs will be delisted from the Nasdaq Capital Market”) and will make an
appeal to a hearing panel on the basis of the our definitive plan to regain
and
sustain compliance, including the planned reverse stock split.

Concurrent
Offering

Concurrently
with this offering, we are offering, by means of a separate prospectus
supplement and accompanying core prospectus, (i) 16,290,900 Ordinary Shares,
each Ordinary Share represented by one ADS, and (ii)

S-3

warrants
to purchase 8,145,446 Ordinary Shares, each Ordinary Share represented by
one
ADS, in each case to selected investors pursuant to a separate prospectus
supplement and an accompanying core prospectus (the “Concurrent
Offering”). Each unit composed of one Ordinary Share and one warrant
to purchase 0.50 of one Ordinary Share will be purchased at the negotiated
price
of $0.33 per unit. The proceeds from the offering of such units will
be to replenish cash on hand used for the Ester acquisition and for general
corporate purposes, which may include making of milestone payments pursuant
to
the Acquisition Agreement, research and development costs and funding future
acquisitions. This prospectus supplement and the accompanying core
prospectus do not constitute an offer to sell or the solicitation of an offer
to
buy such units, which offer and solicitation shall occur only pursuant to
such
separate prospectus supplement and accompanying core prospectus.

The
summary below highlights information contained elsewhere in this prospectus
supplement and the accompanying core prospectus. This summary is not
complete and does not contain all the information that you should consider
before investing in the Debentures and the Warrants. The “Description
of Units,” “Description of Debentures,” “Description of Warrants,” “Description
of American Depositary Shares” and “Description of Ordinary Shares” sections of
this prospectus supplement contain a more detailed description of the terms
and
conditions of the Units, the Debentures, the Warrants, the ADSs and the Ordinary
Shares.

Issuer

Amarin
Corporation plc.

Units
Offered

2,750
Units consisting of 8% Convertible Debentures due 2010 and Warrants
to
Purchase Ordinary Shares, each Ordinary Share represented by one
ADS.

Issue
Price

$1,000
per Unit.

Ordinary
Shares to be outstanding after issuance of the Warrant Shares issuable
upon exercise of the Warrants offered in this offering and issuance
of the
Ordinary Shares and the Ordinary Shares issuable upon exercise
of the
warrants offered in the Concurrent Offering (excludes Ordinary
Shares
issuable upon conversion of the Debentures)

The
Debentures will mature on December 6, 2010 unless earlier converted,
redeemed or repurchased.

Ranking

The
Debentures will be our senior, unsecured obligations, will rank
equal in
right of payment to all of our future unsecured and unsubordinated
indebtedness and will be effectively subordinated to all of our
future
secured debt to the extent of the assets securing such
indebtedness. The Debentures will limit the ability of our
subsidiaries to incur indebtedness. See “Description of
Debentures — Additional Covenant — Limitation on Incurrence of Subsidiary
Indebtedness.” However, because they will not be guaranteed by
our subsidiaries (or any other third party), the Debentures will
be
structurally subordinated to the indebtedness and other liabilities
that
our subsidiaries are permitted to incur.

Indenture

We
will issue the Debentures under the indenture described in this
prospectus
supplement and a supplemental indenture thereto (together, as further
supplemented or amended from time to time, the “Indenture”) each to be
dated as of December 6, 2007, each between us, as issuer, and
Wilmington Trust Company, as trustee. See “Description of
Debentures.”

S-5

Interest

The
Debentures will bear interest at a rate of 8% per year. We will
pay interest in arrears on March 31, June 30, September 30 and
December 31
of each year, commencing on March 31, 2008, to the persons who
are
registered holders at the close of business on the March 15, June
15,
September 15 and December 15 immediately preceding the applicable
interest
payment date. See “Description of Debentures —
Interest.”

Original
Issue Discount

The
Debentures will be issued with original issue discount. U.S.
holders of Debentures should be aware that they generally must
include
original issue discount in gross income in advance of receipt of
cash
attributable to that income. For more details, see “Certain
U.S. Federal Income Tax Considerations.”

Withholding
Tax

Payments
on the Debentures will be subject to United Kingdom withholding
tax. Holders should consult their own tax advisors regarding
their eligibility for a double income tax treaty that may reduce
or
eliminate such withholding tax. In the event that payments on
the Debentures are subject to withholding or deduction, we will
not be
required to pay any additional amounts with respect to such withholding
or
deduction. For more details, see “Taxation — UK
Taxation.”

Conversion
Rights

Holders
will have the right to convert their Debentures on or after April
6, 2008
and prior to the close of business on the business day immediately
preceding the maturity date, initially at a conversion rate of
2,083.33
shares per $1,000 principal amount of Debentures, which is equivalent
to
an initial conversion price of approximately $0.48 per
share. The right of holders to convert will terminate in
connection with a redemption of the Debentures. The number of
shares due upon conversion will be equal to (i) (A) the aggregate
principal amount of Debentures to be converted, divided by (B)
1,000,
multiplied by (ii) the conversion rate in effect on the relevant
conversion date (provided that we will deliver cash in lieu of
fractional
shares based on the closing sale price of the shares on the trading
day
immediately prior to the conversion date), such price subject to
adjustment. See “Description of Debentures — Conversion
Rights.”

Mandatory
Redemption

Financing
Redemption

So
long as any Debentures remain outstanding, upon completion of any
equity
or debt financing by us for cash, we will be required to use the
net
proceeds of such financing to redeem for cash (subject to certain
exceptions) all outstanding Debentures at a redemption price equal
to 100%
of the principal amount thereof, plus any accrued and unpaid interest
thereon up to but not including the redemption date. See
“Description of Debentures — Mandatory Redemption — Financing
Redemption.” Notwithstanding any redemption of the Debentures,
the Warrants will remain outstanding.

Redemption
upon a Change of

Control

If
a change of control, as defined herein, occurs, we will be required
to
redeem for cash all of the outstanding Debentures at a redemption
price
equal to 100% of the principal amount thereof, plus any accrued
and unpaid
interest thereon up to but not including redemption date. See
“Description of Debentures — Mandatory Redemption — Redemption upon a
Change of Control.” Notwithstanding any redemption of the
Debentures, the Warrants will remain
outstanding.

S-6

Optional
Redemption

We
have the right to redeem the Debentures for cash in whole or in
part, at
any time or from time to time, before April 6, 2008 at a redemption
price equal to 100% of the principal amount thereof, plus any accrued
and
unpaid interest thereon up to but not including redemption
date. See “Description of Debentures — Optional
Redemption.” Notwithstanding any redemption of the Debentures,
the Warrants will remain outstanding.

Prohibition
on Debenture Holder

Short
Selling

By
accepting delivery of Debentures, unless we otherwise agree in
writing in
our sole discretion, each holder shall be deemed to have agreed
that, so
long as it or any of its affiliates holds any Debentures, neither
it nor
any affiliate or person acting on behalf of or pursuant to any
understanding with such holder shall directly or indirectly, execute
any
short sales of our securities. See “Description of Debentures —
Prohibition on Debenture Holder Short Selling.”

Warrants

Warrants
Offered

Warrants
to purchase 2,291,666 Ordinary Shares, each Ordinary Share represented
by
one ADS.

Warrant
Shares

2,291,666
Ordinary Shares, each Ordinary Share represented by one ADS.

Warrant
Exercise Price

$0.48
per Ordinary Share, subject to adjustment pursuant to the terms
of the
Warrants.

Expiration

December
5, 2012.

Mandatory
Exercise

If,
at any time after December 5, 2009, the volume weighted average
price of
the ADSs for any 20 consecutive trading day period is equal to
or greater
than $0.915, and through and including the date the Warrants are
cancelled
pursuant to this right the ADSs do not trade below the Exercise
Price of
the Warrants, then we at any time thereafter shall have the right,
but not
the obligation, within 10 trading days of the end of such 20-day
period,
to cancel all, but not less than all, of the unexercised
Warrants.

General

Trading

The
Units will be new securities for which no active trading market
currently
exists. The Units will not be listed on any securities exchange
or included in any automated quotation system. See “Risk
Factors—The Units are each a new issue of securities, and there is no
existing market for the Units.”

Trading
Symbol for Our ADSs

Our
ADSs are traded on the Nasdaq Capital Market, the principal trading
market
for our securities, under the symbol “AMRN”.

Governing
Law

The
Indenture and the Debentures will be governed by the laws of the
State of
New York, and the Warrants and the Warrant Shares will be governed
by the
laws of England and Wales.

S-7

Use
of Proceeds

This
offering is being made in connection with our acquisition of
Ester. See “Recent Developments — Acquisition of Ester” and
“Use of Proceeds.” We expect that the net proceeds from the
sale of the Units and all Warrant Shares offered hereby will be
approximately $3.6 million, after fees, commissions and expenses;
such
amount represents approximately $2.5 million in net proceeds that
we
expect to receive from sale of the Units and approximately $1.1
million in
net proceeds that we would receive from the sale of the Warrant
Shares
assuming that all Warrant Shares issuable upon exercise of the
Warrants
are issued and sold.

Risk
Factors

You
should carefully consider the information set forth under the heading
“Risk Factors” in this prospectus supplement, as well as the other
information contained or incorporated by reference in this prospectus
supplement and the accompanying core prospectus, before making
a decision
to invest in the Units or the Warrant
Shares.

S-8

RISK
FACTORS

Investing
in the Units and the Warrant Shares involves risks, including risks relating
to
our ADSs and Ordinary Shares. You should carefully consider the risks
described below as well as those set forth in our Report of Foreign Issuer
on
Form 6-K furnished to the SEC on May 9, 2007, which is incorporated herein
by
reference. The risks and uncertainties described in this section are
not the only ones that we face. Additional risks and uncertainties
not presently known to us or that we currently believe to be immaterial may
also
adversely affect our business. If any of the risks and uncertainties
develop into actual events, our business, financial condition and results
of
operations could be materially and adversely affected. In such an
instance, the trading price of the Units or the Warrant Shares could decline,
and you might lose all or part of your investment.

Risks
Related to the Company

In
addition to those risks set forth in our Report of Foreign Issuer on Form
6-K
furnished to the SEC on May 9, 2007, which is incorporated herein by reference,
our company is subject to the risks set forth below.

We
have received a notice from Nasdaq that our ADSs will be delisted from the
Nasdaq Capital Market.

On
June
6, 2007, we received a notice from Nasdaq that we had failed to meet the
$1
minimum bid price requirement for a period of 30 consecutive business days
required by Nasdaq Rule 4320. The notice stated that if we did not
regain compliance by December 3, 2007, then the staff of Nasdaq would determine
whether we meet the Nasdaq Capital Market initial listing criteria in
Marketplace Rule 4320(e), except for the minimum bid price
requirement. We received a notice on December 4, 2007 from the Nasdaq
Stock Market indicating that we are not in compliance with the $1.00 minimum
bid
requirement for continued listing and, as a result, our ADSs are subject
to
delisting, unless we request a hearing by December 11, 2007 in accordance
with
the Nasdaq Marketplace Rules. We intend to request an appeal hearing prior
to
December 11, 2007 with the Nasdaq Listing Qualification Panel to review the
delisting determination. There can be no assurance that the Panel will grant
our
request for continued listing. If the Panel denies the request, our ADSs
will be
delisted. The hearing date will be determined by Nasdaq and should occur
within
45 calendar days from the request for hearing. Our hearing request will ‘stay’
the delisting of our ADSs pending the Panel’s decision. At the hearing, we will
be required to provide a plan to regain compliance with the minimum bid price
requirement, which will include our plan to seek shareholder approval for
the
reverse stock split in order to exceed the minimum bid price
requirement.

Our
indebtedness after the completion of the offering could adversely affect
our
financial condition and our ability to respond to changes in our
business.

We
will
have debt service obligations following the completion of this
offering. These debt obligations could have significant negative
consequences, including, but not limited to:

·

increasing
our vulnerability to general adverse economic and industry
conditions;

·

limiting
our ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or other business
purposes;

·

limiting
our flexibility to plan for, or react to, changes in our business
and the
industry in which we compete;

·

placing
us at a possible disadvantage to competitors with fewer debt obligations
and competitors that have better access to capital resources;
and

·

requiring
us to dedicate a substantial portion of our cash flow from operations
to
payments on our indebtedness, thereby reducing the availability
of our
cash flow to fund working capital expenditures, research and development
efforts and other general corporate
purposes.

S-9

We
may incur additional indebtedness.

The
indenture governing the Debentures will not prohibit us from incurring
substantial additional indebtedness in the future. Any such
additional indebtedness that is permitted to be secured would be effectively
senior to the Debentures to the extent of the assets securing such
indebtedness. The Debentures will limit the ability of our
subsidiaries to incur indebtedness. See “Description of Debentures —
Additional Covenant — Limitation on Incurrence of Subsidiary
Indebtedness.” However, because they will not be guaranteed by our
subsidiaries (or any other third party), the Debentures will be structurally
subordinated to the indebtedness and other liabilities that our subsidiaries
are
permitted to incur. In addition, the indenture will not contain any
restrictive covenants limiting our ability to pay dividends, make any payments
on junior or other indebtedness or otherwise limit our financial
condition.

We
may have to issue additional equity, leading to shareholder
dilution.

We
are
committed to issue equity to the former shareholders of Amarin Neuroscience
upon
the successful achievement of specified milestones for the Miraxion development
program (subject to such shareholders’ right to choose cash payment in lieu of
equity). Pursuant to the Amarin Neuroscience share purchase
agreement, further success-related milestones will be payable as
follows:

Upon
receipt of marketing approval in the United States and Europe for the first
indication of any product containing Amarin Neuroscience intellectual property,
we must make an aggregate stock or cash payment (at the sole option of each
of
the sellers) of GBP£7.5 million for each of the two potential market
approvals (i.e., GBP£15.0 million maximum). In addition, upon
receipt of a marketing approval in the United States and Europe for any other
product using Amarin Neuroscience intellectual property or for a different
indication of a previously approved product, we must make an aggregate stock
or
cash payment (at the sole option of each of the sellers) of GBP£5.0 million
for each of the two potential market approvals (i.e., GBP£10.0 million
maximum). The exchange rate as of December 4, 2007 was approximately
$2.06 per GBP£.

We
are
also committed to issue equity to the former shareholders of Ester Neuroscience
Limited upon the successful achievement of specified milestones for the
myasthenia gravis development program (subject to our right to choose cash
payment in lieu of equity). See “Unaudited Pro Forma Financial
Information.”

At
November 30, 2007, before giving effect to the offering or the Concurrent
Offering, we had 10,391,123 warrants outstanding with a weighted average
exercise price of $1.52 per share. As at November 30, 2007, we also
had outstanding employee options to purchase 11,638,184 Ordinary Shares at
an
average price of $1.64 per share.

Additionally,
in pursuing our growth strategy we will either need to issue new equity as
consideration for the acquisition of products, or to otherwise raise additional
capital, in which case equity, convertible equity or debt instruments may
be
issued. The creation of new shares may lead to dilution of the value
of the shares held by our current shareholder base.

We
have granted the initial purchasers of the Debentures the right to participate
in certain of our future financings, which may restrict our ability to raise
capital.

So
long
as the initial purchaser of a Debenture is the registered holder of the
Debenture, such initial purchaser shall have a right, subject to certain
exceptions, to participate in future equity or debt financings by us for
cash on
terms equal to those of other investors in such future
financings. This right is not transferable upon the sale of the
Debentures by the initial purchasers thereof. This financing
participation right may restrict our ability to raise capital through equity
financing in the future as it may, among other things, make potential investors
less likely to enter into negotiations with us.

S-10

If
we cannot find additional capital resources, we will have difficulty in
operating as a going concern and growing our
business.

At
September 30, 2007, we had a cash balance of $20.7 million and based upon
current business activities we forecast having sufficient cash to fund the
group’s operating activities into September 2008. We intend to
arrange to obtain additional funding through earning license fees from our
partnering activities and/or completing further financings. There can
be no assurance, however, that our efforts to obtain additional funding will
be
successful. If these efforts are unsuccessful, there is substantial
uncertainty as to whether we will be able to fund our operations on an ongoing
basis. We may also require further funds in the future to implement
our long-term growth strategy of acquiring additional development stage and/or
marketable products, recruiting clinical, regulatory and sales and marketing
personnel, and growing our business. Our ability to execute our
business strategy and sustain our infrastructure at our current level will
be
impacted by whether or not we have sufficient funds. Depending on
market conditions and our ability to maintain financial stability, we may
not
have access to additional funds on reasonable terms or at all. Any
inability to obtain additional funds when needed would have a material adverse
effect on our business and on our ability to operate on an ongoing
basis.

Risks
Related to this Offering

We
may not have sufficient funds to make required payments on the
Debentures.

Our
liquidity position is constrained by the operating losses from our business,
and
we expect to incur net operating losses for the foreseeable
future. As a result, we may not have sufficient funds to make the
interest and principal payments on the Debentures when due, either at maturity
or upon a change of control. Neither the Indenture nor the terms of
the Debentures require us to achieve or maintain any minimum financial ratios
relating to our financial position or results of operations. If we do
not have sufficient funds to make these payments, we will have to obtain
an
alternative source of funds, including sales of our assets or assets of our
subsidiaries, sales of our equity securities or capital or debt
securities. We cannot assure you that we will be able to obtain
sufficient funds to meet our payment obligations under the Debentures through
any of these alternatives. Failure to do so will have a material
adverse effect on our business, financial position and results of
operations.

The
right of holders of Debentures to receive payments on the Debentures is
effectively subordinated to all existing and future liabilities of our
subsidiaries and to all of our future secured debt.

None
of
our subsidiaries will guarantee our obligations under, or have any obligation
to
pay any amounts due on, the Debentures. As a result, the Debentures
will be structurally subordinated to all liabilities of our
subsidiaries. Our rights and the rights of our creditors, including
holders of the Debentures, to participate in the distribution of the assets
of
any of our subsidiaries upon their liquidation or recapitalization will
generally be subject to the prior claims of those subsidiaries’
creditors.

In
addition, the Debentures will not be secured by any of our assets or those
of
our subsidiaries. As a result, the Debentures will be effectively
subordinated to any secured debt we may incur. In any liquidation,
dissolution, bankruptcy or other similar proceeding, holders of our secured
debt
may assert rights against any assets securing such debt in order to receive
full
payment of their debt before those assets may be used to pay the holders
of the
Debentures. In such an event, we may not have sufficient assets
remaining to pay amounts due on any or all of the Debentures.

The
terms of the Debentures contain only one restrictive
covenant.

Although
the Indenture under which the Debentures will be issued will contain a covenant
limiting our subsidiaries’ ability to incur debt (see “Description of Debentures
— Additional Covenant — Limitation on Incurrence of Subsidiary Indebtedness”),
the Indenture will not contain other restrictive covenants that would protect
you from several kinds of transactions that may adversely affect
you. In particular, the Indenture will not contain covenants that
will limit Amarin’s ability to pay dividends or make distributions on or redeem
our capital stock or limit our ability to incur additional indebtedness and,
therefore, may not protect you in the event of a highly leveraged
trans-

S-11

action
or
other similar transaction. Accordingly, subject to restrictions
contained in other agreements, we could enter into certain transactions,
such as
acquisitions, refinancings or recapitalizations, that could affect our capital
structure and the value of the Units and the Warrant Shares but would not
constitute a default under the Debentures.

We
may not have sufficient cash to repurchase the Debentures upon a change of
control and our obligation to redeem the Debentures upon a change of control
may
not protect you upon the occurrence of certain
events.

Upon
a
change of control (as defined under “Description of Debentures — Mandatory
Redemption — Redemption upon a Change of Control”), we will be required to
redeem for cash all outstanding Debentures at 100% of their principal amount
plus accrued and unpaid interest, if any, up to but not including the redemption
date. However, we may not have enough available cash or be able to
obtain financing at the time we are required to make such a redemption of
Debentures. Our failure to redeem Debentures at a time when the
redemption is required by the Indenture would constitute a default under
the
Indenture.

In
addition, the term “change of control” is limited and does not include all
change of control or other events that might adversely affect our financial
condition or business operations. The provisions of the Indenture
which require us to redeem upon the occurrence of change of control would
not
necessarily protect holders of the Debentures if other changes of control
or
highly leveraged or other transactions involving us occur that may affect
holders adversely. We could, in the future, enter into certain
transactions, including certain recapitalizations, that would not constitute
a
control of control with respect to change of control redemption feature of
the
Debentures but that might adversely affect our financial condition or business
operations or increase the amount of our outstanding indebtedness.

The
price of our ADSs and Ordinary Shares may be
volatile.

The
stock
market has from time to time experienced significant price and volume
fluctuations that may be unrelated to the operating performance of particular
companies. In addition, the market prices of the securities of many
pharmaceutical and medical technology companies have been especially volatile
in
the past, and this trend is expected to continue in the future. Our
ADSs may also be subject to volatility as a result of their limited trading
market. We currently have 91,701,869 ADSs representing Ordinary
Shares outstanding and 6,064,601 Ordinary Shares outstanding (which are not
held
in the form of ADSs). There is a risk that there may not be
sufficient liquidity in the market to accommodate significant increases in
selling activity or the sale of a large block of our securities. Our ADSs
have
historically had limited trading volume, which may also result in
volatility. During the twelve-month period ending November 30, 2007,
the average daily trading volume for our ADSs was 1,123,489 ADSs.

If
our
public float and the level of trading remain at limited levels over the long
term, this could result in volatility and increase the risk that the market
price of our ADSs and Ordinary Shares may be affected by factors such
as:

·

the
announcement of new products or
technologies;

·

innovation
by us or our future competitors;

·

developments
or disputes concerning any future patent or proprietary
rights;

regulatory
developments in the United States, the European Union or other
countries;

·

currency
exchange rate
fluctuations; and

S-12

·

period-to-period
variations in our results of
operations.

The
trading prices for the Units will be directly affected by the trading prices
for
our ADSs and/or Ordinary Shares. Volatility in the market price of
our ADSs and/or Ordinary Shares could result in a lower trading price than
your
conversion or exercise price and could adversely impact the trading price
of the
Units.

Any
decrease in the market price of our Ordinary Shares would likely adversely
impact the trading price of the Units. See “— The price of our ADSs
and Ordinary Shares may be volatile” above.

The
price
of our Ordinary Shares could be affected by possible sales of our ADSs and/or
Ordinary Shares by investors who view the Units as a more attractive means
of
equity participation in us and by hedging or arbitrage trading activity that
may
develop involving our ADSs and/or Ordinary Shares. The hedging or
arbitrage could, in turn, affect the trading prices of the Units.

In
addition, in the past, following periods of volatility in the overall market
and
the market price of a company’s securities, securities class action litigation
has often been instituted against these companies. This litigation,
if instituted against us, could result in substantial costs and a diversion
of
our management’s attention and resources.

The
Units are each a new issue of securities, and there is no existing market
for
the Units.

We
do not
intend to apply for listing of the Units on any securities exchange or for
quotation of the Units on any automated dealer quotation system. A
market may not develop for the Units, and, if a market does develop, it may
not
be sufficiently liquid for your purposes. If an active, liquid market
does not develop for the Units, the market price and liquidity of the Units
may
be adversely affected. If any of the Units are traded after their
initial issuance, they may trade at a discount from their initial offering
price.

The
liquidity of the trading market, if any, and future trading prices of the
Units
will depend on many factors, including, among other things, the market price
of
our ADSs and/or Ordinary Shares, prevailing interest rates, our operating
results, financial performance and prospects, the market for similar securities
and the overall securities market, and may be adversely affected by unfavorable
changes in these factors. Historically, the market for convertible
debt has been subject to disruptions that have caused volatility in
prices. The market for the Units may be subject to disruptions that
could have a negative effect on the holders of the Units, regardless of our
operating results, financial performance or prospects.

The
issuances of ADSs in connection with the conversion of the Debentures and
exercise of the Warrants will dilute the ownership interest of existing
stockholders, including holders who had previously converted their Debentures
and/or exercised their Warrants.

The
issuances of ADSs in connection with the conversion of the Debentures and
exercise of the Warrants will dilute the ownership interest of existing
stockholders, including holders who had previously converted their Debentures
and/or exercised their Warrants. Any sales in the public market of
the ADSs issuable upon such conversion or exercise could adversely affect
prevailing market prices of our ADSs.

Future
sales of our ADSs and/or Ordinary Shares in the public market could lower
the
market price for our ADSs and/or Ordinary Shares and adversely impact the
trading price of the Units.

In
the
future, we may sell additional ADSs and/or Ordinary Shares to raise capital
or
pursuant to contractual obligations. See “— We may have to issue
additional equity, leading to shareholder dilution.” We cannot
predict the size of future issuances or sales of our ADSs and/or Ordinary
Shares
to raise capital or the effect, if any, that they may have on the market
price
for our ADSs and/or Ordinary Shares. The issuance and sales of
substantial amounts of ADSs and/or Ordinary Shares, or the perception that
such
issuances and sales may occur, could adversely affect the trading price of
the
Debentures and the Warrants and the market price of our ADSs and/or Ordinary
Shares.

S-13

The
conversion price of the Debentures and the Exercise Price of the Warrants
may
not be adjusted for all dilutive events.

The
conversion price of the Debentures and the exercise price of the Warrants
is
subject to adjustment for certain events, including stock splits, reverse
stock
splits, stock dividends, subdivisions, split-ups, combinations of shares
or
other transactions having similar effect, but will not be adjusted for other
events that may adversely affect the trading price of the
Debentures. See “Description of Debentures — Conversion Rights —
Conversion Rate Adjustments” and “Description of Warrants — Adjustment of
Exercise Price.” Therefore, there can be no assurance that an event
that adversely affects the value of the Debentures or the Warrants, but does
not
result in an adjustment to the conversion price or the exercise price, will
not
occur.

The
Debentures will be issued with original issue discount for U.S. federal income
tax purposes.

Because
a
portion of the issue price of each Unit will be allocable to the Warrants,
the
Debentures will be issued with original issue discount, or OID, for U.S.
federal
income tax purposes. Consequently, a U.S. Holder (as defined in “Certain U.S.
Federal Income Tax Considerations”) of the Debentures will be required to
include amounts in respect of OID in gross income for U.S. federal income
tax
purposes in advance of the receipt of the cash payments to which the income
is
attributable. See “Certain U.S. Federal Income Tax Considerations” for a more
detailed discussion of the federal income tax consequences to holders of
the
Debentures of the purchase, ownership and disposition thereof.

You
may have to pay taxes if we adjust the conversion rate of the Debentures
or the
Exercise Price of the Warrants in certain circumstances, even though you
would
not receive any cash.

We
will
adjust the conversion rate of the Debentures and the Exercise Price of the
Warrants for stock splits and combinations, stock dividends, certain cash
dividends and certain other events that affect our capital structure. See
“Description of the Debentures — Conversion Rights — Conversion Rate
Adjustments” and “Description of the Warrants — Adjustments of Exercise
Price. Upon certain adjustments to (or certain failures to make
adjustments to) the conversion rate of the debentures or the Exercise Price
of
the Warrants, you may be treated as having received a constructive distribution
from us, resulting in taxable income to you for United States federal income
tax
purposes, even though you did not receive any cash in connection with the
adjustment to (or failure to adjust) the conversion rate of the Debentures
or
the Exercise Price of the Warrants and even though you might not exercise
your
conversion right or your Warrants. Please consult your own tax
advisors and read “Certain U.S. Federal Income Tax Considerations.”

The
Debentures will likely be subject to the contingent payment debt instrument
rules, and holders will likely be required to include amounts in income in
excess of the stated interest payable on the Debentures and may recognize
ordinary income on a conversion of a Debenture. Gain recognized with
respect to a Debenture will generally be treated as ordinary interest
income.

We
intend
to take the position that the Debentures will be subject to the contingent
payment debt instrument rules. The application of those rules to
instruments such as the Debentures is uncertain, however, and no assurance
can
be given that the Internal Revenue Service, or IRS, will agree with the
positions we intend to take. We have not sought or received an IRS
ruling or an opinion of counsel regarding the application of the contingent
payment debt instrument rules to the Debentures. Each holder of a
Debenture should consult its own tax advisor concerning the tax consequences
of
ownership and disposition of the Debentures.

Under
the
contingent payment debt instrument rules, (i) each holder generally will be
required to accrue interest on the Debentures based on the yield of a comparable
nonconvertible, noncontingent fixed-rate debt instrument with terms and
conditions otherwise similar to the Debentures (subject to certain adjustments
to such accruals of income), with the result that a holder is likely to
recognize taxable income in excess of the regular interest payments received
while the Debentures are outstanding, (ii) the amount realized by a holder
upon the conversion of a Debenture (including the fair market value of ADSs
received upon conversion) would generally be treated as a contingent payment
under the contingent payment debt instrument rules, which could result in
the
recognition of ordinary interest income on a conversion, and (iii) any gain
recognized on a sale, exchange, redemption or retirement of

S-14

a
Debenture generally would be treated as ordinary interest income (subject
to
potential adjustments) and any loss would generally be ordinary loss to the
extent of interest previously included in income and, thereafter, capital
loss.

U.S.
Holders of our Debentures, Warrants, Ordinary Shares or ADSs could be subject
to
material adverse tax consequences if we are considered a PFIC for U.S. federal
income tax purposes.

There
is
a risk that we will be classified as a passive foreign investment company,
or
“PFIC”, for U.S. federal income tax purposes. Our status as a PFIC
could result in adverse U.S. tax consequences to U.S. Holders of our Debentures,
Warrants, Ordinary Shares or ADSs. We will be classified as a PFIC
for any taxable year in which (i) 75% or more of our gross income is
passive income or (ii) at least 50% of the average value of all our assets
produce or are held for the production of passive income. For this
purpose, passive income includes interest, gains from the sale of stock,
and
royalties that are not derived in the active conduct of a trade or
business. Because we receive interest, there is a risk that we will
be considered a PFIC under the income test described above. In
addition, because of our cash position, there is a risk that we will be
considered a PFIC under the asset test described above. While we
believe that the PFIC rules were not intended to apply to companies such
as ours
that focus on research, development and commercialization of drugs, no assurance
can be given that the IRS or a U.S. court would determine that, based on
the
composition of our income and assets, we are not a PFIC currently or in the
future. The PFIC rules are complex and you are urged to consult your
own tax advisor.

S-15

RATIO
OF EARNINGS TO FIXED CHARGES

We
reported an operating loss on ordinary activities for each of the five years
from 2002 to 2006. Our ratio of earnings to fixed charges and
deficiency of earnings to cover fixed charges for the periods presented below
are as follows:

Year
Ended

December 31,
($000)

Six
Months Ended

June
30,

2006

2005

2004

2003

2002

2007

Ratio
of earnings to fixed charges—U.K. GAAP/IFRS (1) (2)

—

—

—

—

—

—

Deficiency
of earnings to cover fixed charges—U.K. GAAP/IFRS (1)

$28,248

$19,285

$10,594

$7,520

$9,033

$26,299

Ratio
of earnings to fixed charges—U.S. GAAP

—

—

—

—

—

—

Deficiency
of earnings to cover fixed charges

$28,022

2$20,282

$57,860

$6,994

$6,453

$17,406

________________

(1)

Information
for the years ended December 31, 2002 to 2005 are presented under
UK GAAP,
information for the year ended December 31, 2006 and the six months
ended
June 30, 2007 are presented under
IFRS.

(2)

“IFRS”
means International Financial Reporting
Standards.

Earnings
consist of income before taxes plus fixed charges. Fixed charges
consist of interest expense and the portion of rent expense that is
representative of interest expense.

S-16

USE
OF PROCEEDS

This
offering is being made in connection with our acquisition of
Ester. See “Recent Developments.” We will fund the initial
$5 million cash portion of the sales price with cash on hand. We
expect that the net proceeds from the sale of the Units and all Warrant Shares
that may be offered hereby will be approximately $3.6 million, after expenses;
such amount represents approximately $2.5 million in net proceeds that we
expect
to receive from sale of the Units and approximately $1.1 million in net proceeds
that we would receive from the sale of the Warrant Shares assuming that all
Warrant Shares issuable upon exercise of the Warrants are issued and
sold. We intend to use these net proceeds from this offering and the
Concurrent Offering to replenish cash on hand and for general corporate
purposes, which may include making milestone payments pursuant to the
Acquisition Agreement, research and development costs and funding future
acquisitions. We intend to use the net proceeds from the sales, if
any, of the Warrant Shares and the shares issuable upon exercise of warrants
issued in the Concurrent Offering for general corporate purposes, which may
include making milestone payments pursuant to the Acquisition Agreement,
research and development costs and funding future acquisitions.

S-17

CAPITALIZATION
AND INDEBTEDNESS

The
following table sets forth, on an IFRS basis, our capitalization and
indebtedness, as of September 30, 2007:

·

on
an actual basis;

·

pro
forma for the acquisition of Ester as if it had occurred on September
30,
2007; and

·

on
an as-adjusted basis to give effect to the sale of (i) $2,750,000
aggregate principal amount of our 8% Convertible Debentures due
2010
convertible into 5,729,166 Ordinary Shares and Warrants to purchase
2,291,666 Ordinary Shares in this offering assuming all such Warrant
Shares are issued and sold pursuant to this offering and (ii) 16,290,900
Ordinary Shares offered in the Concurrent Offering and 8,145,446
Ordinary
Shares issuable upon exercise of the warrants issued in the Concurrent
Offering assuming all such Ordinary Shares are issued and sold
pursuant to
the Concurrent Offering.

The
capitalization table as adjusted includes the Debenture issuance net of the
discount associated with the fair value of the Warrants. Except as
otherwise indicated or the context otherwise requires, the information above
and
elsewhere in this prospectus supplement regarding our outstanding Ordinary
Shares is based on 97,766,470 shares outstanding as of September 30,
2007.

This
table should be read in conjunction with our consolidated financial statements
for the three years ended December 31, 2006 set forth in our Annual Report
on
Form 20-F for the fiscal year ended December 31, 2006, our Statutory Annual
Report for the year ended December 31, 2006, included in our Report of Foreign
Issuer on Form 6-K furnished to the SEC on May 9, 2007, our selected financial
data for the three month period ended March 31, 2007 included in our Report
of
Foreign Issuer on Form 6-K furnished to the SEC on May 10, 2007, our selected
financial data for the six month period ended June 30, 2007, included in
our
Report of Foreign Issuer on Form 6-K furnished to the SEC on August 1, 2007,
our
2007 interim financial statements for the period ended June 30, 2007, included
in our Report of Foreign Issuer on Form 6-K furnished to the SEC on August
14,
2007 and our selected financial data for the nine month period ended September
30, 2007, included in our Report of Foreign Issuer on Form 6-K furnished
to the
SEC on November 20, 2007.

As
at
September 30, 2007, we held $20.735 million of cash balances.

Actual

Pro
forma for Ester

Acquisition
(1)

As

Adjusted

$’000

Long
-term debt (net of discount associated with Warrants of
$992)

─

─

1,759

Shareholders’
equity:

Called
up share capital

8,691

11,246

14,012

Treasury
shares

(217)

(217)

(217)

Capital
redemption reserve

27,633

27,633

27,633

Foreign
currency translation reserve

(2,087)

(2,087)

(2,087)

Fair
value investment reserve

4

4

4

Share
premium account

146,241

163,301

170,168

Profit
and loss account — (deficit)

(164,103)

(173,577)

(173,577)

Total
shareholders’ equity

16,162

26,303

35,936

Total
capitalization

16,162

26,303

37,694

________________

(1)

Pro
forma information for Ester Acquisition includes Amarin actual
information
as at September 30, 2007 and Ester actual information at June 30,
2007
because no historical financial statements are available for Ester
at
September 30, 2007. We believe that there is no material
difference between Ester actual information presented in this table
at
June 30, 2007 and September 30,
2007.

S-18

DILUTION

Under
IFRS, the net tangible book value of our Ordinary Shares on September 30,
2007 was $5.8 million, or approximately $0.05 per Ordinary Share, based on
122,384,884 Ordinary Shares outstanding. Net tangible book value per
Ordinary Share represents the amount of our total tangible assets excluding
intangible assets, less our total liabilities, divided by the total number
of
our Ordinary Shares outstanding. Dilution in net tangible book value
per Ordinary Share to new investors represents the difference between the
amount
per Ordinary Share paid by investors in this offering and the net tangible
book
value per Ordinary Share immediately afterwards. Without taking into
account any other changes in net tangible book value after September 30,
2007,
other than to give effect to our receipt of the estimated net proceeds from
the
sale of (i) the Units and the Warrant Shares issuable upon the exercise of
the Warrants offered in this offering and (ii) the units and the Ordinary
Shares
issuable upon the exercise of the warrants offered in the Concurrent Offering,
in the case of each of the Warrant Shares and the Ordinary Shares issuable
upon
the exercise of the warrants offered in the Concurrent Offering, our net
tangible book value as of September 30, 2007 after giving effect to the proceeds
described above would have been approximately $15.4 million, or $0.10 per
Ordinary Share. This represents an immediate increase in net tangible
book value of $0.05 per Ordinary Share to existing stockholders and an immediate
dilution in net tangible book value of $0.23 per Ordinary Share to the Unit
Investors.

The
following table illustrates this per Ordinary Share dilution:

Offering
price per Ordinary Share

$0.33

Net
tangible book value per Ordinary Share as of September 30,
2007

$0.05

Increase
per Ordinary Share attributable to new investors

$0.05

As
adjusted net tangible book value per Ordinary Share
after issuance of the Warrant Shares issuable upon exercise of
the Warrants

$0.10

Dilution
in net tangible book value per Ordinary Share to the Unit
Investors

$0.23

S-19

PRICE
HISTORY

The
following table sets forth the range of high and low closing sale prices
for our
ADSs for the periods indicated, as reported by the Nasdaq Capital
Market. These prices do not include retail markups, markdowns, or
commissions but give effect to a change in the number of Ordinary Shares
represented by each ADS, implemented in both October 1998 and July
2002. Historical data in the table has been restated to take into
account these changes.

USD

High

USD

Low

Fiscal
Year Ended

December
31, 2002

21.00

2.76

December
31, 2003

4.81

1.39

December
31, 2004

3.99

0.53

December
31, 2005

3.40

1.06

December
31, 2006

3.92

1.21

Fiscal
Year Ended December 31, 2005

First
Quarter

3.40

2.14

Second
Quarter

2.36

1.06

Third
Quarter

1.67

1.32

Fourth
Quarter

1.45

1.07

Fiscal
Year Ended December 31, 2006

First
Quarter

3.74

1.27

Second
Quarter

3.10

1.93

Third
Quarter

2.96

2.23

Fourth
Quarter

2.67

1.96

Fiscal
Year Ending December 31, 2007

First
Quarter

2.62

1.74

Second
Quarter

3.78

0.55

Third
Quarter

0.59

0.36

June
2007

0.61

0.52

July
2007

0.59

0.47

August
2007

0.51

0.36

September
2007

0.57

0.45

October
2007

0.45

0.36

November
2007

0.43

0.30

On
December 4, 2007, the closing price of our ADSs as reported on the Nasdaq
Capital Market was $0.36 per ADS.

S-20

UNAUDITED
PRO FORMA FINANCIAL INFORMATION

Introductory
Note

The
following pro forma accounts should be read in conjunction with our consolidated
financial statements for the three years ended December 31, 2006 set forth
in
our Annual Report on Form 20-F for the fiscal year ended December 31,
2006 filed with the SEC on March 5, 2007, our Statutory Annual Report
for the year ended December 31, 2006 included in our Report of Foreign Issuer
on
Form 6-K furnished to the SEC on May 9, 2007, our selected financial data
for
the three month period ended March 31, 2007 included in our Report of Foreign
Issuer on Form 6-K furnished to the SEC on May 10, 2007, our selected financial
data for the six month period ended June 30, 2007 included in our Report
of
Foreign Issuer on Form 6-K furnished to the SEC on August 1, 2007, and our
selected financial data for the nine month period ended September 30, 2007
included in our Report of Foreign Issuer on Form 6-K furnished to the SEC
on
November 20, 2007, in each case incorporated herein by reference.

On
December 4, 2007, we entered into the Acquisition Agreement in connection
with
the acquisition of Ester. See “Recent Developments — Acquisition of
Ester.”

The
purchase price for the acquisition of Ester comprises both upfront and
contingent consideration in the form of both cash and stock
payments. Stock payments will be in the form of ADSs with each ADS
representing one Ordinary Shares of £0.05 each in the capital of Amarin and
certain success based milestone payments described below.

Pursuant
to the Acquisition Agreement, we have agreed to pay to the sellers consideration
as follows:

·

$15
million on closing comprising $5 million in cash and $10 million
in Amarin
shares (i.e., 25 million Ordinary
Shares).

·

$5
million, payable, at Amarin’s option, (i) in Amarin shares at the volume
weighted average closing price for the 10-day trading period ending
the
day before the Acquisition Agreement is signed (“First Share Amount”),
subject to the adjustment described below or (ii) in cash, upon
achievement of Milestone Ia – Monarsen Phase II in MG study meeting its
study objectives, with no less than 18 patients: Efficacy – having a QMG
score of one or more of the three doses being superior to Mestinon
as
compared to the baseline by at least 10%; Safety – no major adverse drug
related side effects. If the weighted average closing price for
the 10-day trading period commencing immediately after the date
of
announcement of the achievement of Milestone Ia (“Milestone Ia Price”)
exceeds twice the Closing Price by any amount (“First Excess”), the First
Share Amount will be reduced by a percentage calculated by dividing
2/3rds
of the First Excess by the Milestone Ia Price provided that if
the
Milestone Ia Price exceeds $5 per Amarin Share, such excess shall
be
disregarded and the Milestone Ia Price shall be deemed to be $5
per Amarin
Share. If the Milestone Ia Price is less than the Closing Price
no adjustment will be made to the First Share
Amount.

$6
million in cash on the achievement of Milestone II – successful completion
of the US Phase III clinical trial program (to include successful
completion of long term studies) enabling NDA filing
for

S-21

Monarsen
for MG in the US. If Milestone Ia is successfully achieved, a time
limit date is triggered for Milestone II being the date which falls two years
following the achievement of Milestone Ib (“Time Limit Date”). If on
the Time Limit Date, Milestone II has not yet been achieved (other than by
reason of failure to meet primary endpoints in any Phase III Clinical Study
or a
delay in completing the U.S. Phase III Clinical Study caused by certain
Monarsen-related factors), Amarin will pay the Sellers $3 million in cash
with
the remaining $3 million being payable whenever Milestone II is
achieved. In addition, if the Milestone Ib Price is greater than or
equal to $1, no Time Limit Date will apply.

The
following unaudited pro forma combined condensed consolidated financial
information gives effect to the acquisition by Amarin of all of the outstanding
shares of Ester. The unaudited pro forma condensed combined balance sheet
is
based on the historical balance sheets of Amarin and Ester at June 30, 2007
and has been prepared to reflect the acquisition as if the acquisition of
all of
the outstanding shares of Ester had been consummated on June 30,
2007. The unaudited pro forma condensed combined statements of
operations combine the results of operations of Amarin and Ester for the
year
ended December 31, 2006 and the six months ended June 30, 2007, as if
the acquisition had occurred on January 1, 2006.

The
unaudited pro forma condensed combined financial information has been prepared
from, and should be read in conjunction with, the respective historical
consolidated IFRS financial statements of Amarin and Ester. Amarin’s historical
consolidated financial statements for the year ended and as of December 31,
2006 can be found in Amarin’s Annual Report on Form 20-F filed with the SEC on
March 5, 2007 and Amarin’s historical unaudited condensed consolidated
financial statements for the six months ended and as of June 30, 2007 were
included in the Report of Foreign Issuer on Form 6-K furnished to the SEC
on
Form 6-K on September 30, 2007. Ester’s historical
financial statements for the years ended and as of December 31, 2006,
December 31, 2005 and the six months ended June 30, 2007 were included in
the
Report of Foreign Issuer on Form 6-K furnished to the SEC on December 5,
2007.

The
historical profit and loss account and balance sheet of Ester has been prepared
in accordance with IFRS. For the purpose of presenting the unaudited
pro forma condensed combined financial information, the profit and loss account
and balance sheet relating to Ester have been adjusted to conform with U.S.
GAAP
as described in the notes to the unaudited pro forma condensed combined
financial information.

The
historical financial statements of Ester are presented in U.S.
dollars.

Balance
sheet information presented for both Amarin and Ester has been updated for
material post balance sheet events. These events are separate from
the acquisition and are detailed in Table 1 to the unaudited pro forma
combined condensed consolidated balance sheet as at June 30, 2007.

The
preliminary pro forma acquisition adjustments described in the notes are
based
on available information and certain assumptions made by Amarin management
and
may be revised as additional information becomes available. The
unaudited pro forma condensed combined financial information is not intended
to
represent what Amarin’s financial position is or results of operations would
have been if the acquisition had occurred on those dates or to project Amarin’s
financial position or results of operations for any future
period. The unaudited pro forma condensed combined financial results
may not be comparable to, or indicative of, future performance.

Preliminary
Purchase Price

The
unaudited pro forma condensed combined consolidated financial information
reflects a preliminary purchase price of an upfront payment of $5 million
in cash and $10 million in Ordinary Shares and a deferred Ordinary Share
payment
of $5 million (which is considered more probable than not) for 100% of the
outstanding shares of Ester. The estimated total purchase price for
the acquisition of 100% of the outstanding shares of Ester is as follows
(in thousands):

S-22

$’000

Fair
value of Ordinary Shares to be issued

10,000

Fair
value of cash payment

5,000

Fair
value of Ordinary Shares to be issued under Milestone Ia

5,000

Estimated
direct acquisition costs

700

Total
estimated purchase price

20,700

The
final
purchase price is dependent on the actual number of shares of Ordinary Shares
issued and actual direct acquisition costs, together with contingent
consideration which may become payable, in the future, on the achievement
of
certain milestones (as outlined above).

UNAUDITED
PRO FORMA COMBINED CONDENSED INCOME STATEMENT-FOR THE COMBINATION AT DECEMBER
31, 2006

Amarin

IFRS

Ester

IFRS

Combined

IFRS

Amarin
adjustments between IFRS and U.S. GAAP

Combined

U.S.
GAAP

$’000

$’000

$’000

$’000

$’000

Note
1

Note
2

Note
3

Note
4

Note
5

Note
6

Note
7

Note
8

Note
9

Turnover

500

-

500

(389)

-

-

-

-

111

Cost
of sales

-

-

-

-

-

-

-

-

-

Gross
profit

500

-

500

(389)

-

-

-

-

111

Research
& Development

(15,106)

(944)

(16,050)

-

7

-

34

-

(16,009)

Selling,
general &

administrative

(13,462)

(65)

(13,527)

97

674

70

(267)

(12,953)

Operating
expenses

(28,568)

(1,009)

(29,577)

-

104

674

104

(267)

(28,962)

Operating
loss

(28,068)

(1,009)

(29,077)

(389)

104

674

104

(267)

(28,851)

Finance
income

3,344

10

3,354

-

-

-

-

-

3,354

Finance
expense

(2,826)

-

(2,826)

-

-

-

-

-

(2,826)

Loss
before tax

(27,550)

(999)

(28,549)

(389)

104

674

104

(267)

(28,323)

Tax

799

-

799

-

799

Loss
for the period

(26,751)

(999)

(27,750)

(389)

104

674

104

(267)

(27,524)

Earnings
per share - basic

(0.32)

(0.04)

(0.26)

(0.26)

Earnings
per share – diluted

(0.32)

(0.04)

(0.26)

(0.26)

Weighted
number of shares

82,337,052

24,618,414

106,955,466

106,955,466

Loss
per
share has been calculated as the loss for the year divided by the number
of
shares in issue. The number of shares on combination represents Ordinary
Shares
at December 31, 2006 of 82,337,052 and 24,618,414 shares to be issued to
Ester’s shareholders as part of the initial consideration for the
transaction.

Notes
to pro forma income statement for the year ended December 31,
2006

1. This
column represents the income statement from Amarin’s IFRS financial statements
for the year ended December 31, 2006.

2. This
column represents the income statement extracted from Ester’s IFRS financial
statements for the year ended December 31, 2006.

3. This
column shows the result of combining the effects of notes 1 and 2 above and
forms the pro forma combined income statement for the acquisition of Ester
by
Amarin under IFRS. Amarin’s adjustments between IFRS and U.S. GAAP
are detailed in notes 4 to 8 below:

4. Amarin
received $500,000 in each of the years 2005 and 2006 on the licensing of
certain
rights to its LAX-202 candidate. Under IFRS, this license fee was
recognized as income in 2005 and 2006. Under U.S. GAAP, under SAB
104, this fee is being deferred and amortized over LAX-202’s development period,
which is estimated to be 5 years from January 1, 2006, upon the receipt of
cash.

S-23

5. Under
IFRS, Amarin booked a charge of $104,000 relating to national insurance on
stock
options which would be payable on stock option gains at the time of
exercise. Under IFRS national insurance contributions are accrued
over the vesting period of the underlying option. Under U.S. GAAP
payroll taxes on stock options are accrued when the liability is
incurred.

6. Under
IFRS, Amarin capitalized an intangible asset of $9,636,000 and amortized
annually. Under U.S. GAAP, in-process R&D was written off on
acquisition. $674,000 represents the 2006 amortization charge.

7. IFRS
requires that the fair value of share based payments is expensed to the income
statement over the period the related services are received, together with
an
increase in equity. Under U.S. GAAP, the Company adopted SFAS No.
123R, “Share-Based Payment”, using the modified-prospective transition method,
effective January 1, 2006 and therefore began to expense the fair value of
all
outstanding options over their remaining vesting periods to the extent the
options were not fully vested as of the adoption date and began to expense
the
fair value of all options granted subsequent to December 31, 2005 over their
requisite service periods. Since the adoption of SFAS No. 123R, the
Binomial Lattice model has been applied to calculate the fair value of
options. We recognize compensation expense for the fair value of
those awards which have graded vesting on an accelerated recognition basis.
For
options granted prior to January 1, 2006, the Black Scholes model was applied
to
calculate the fair value of options and expensed on a straight-line
basis.

8. Under
IFRS, Amarin booked restructuring and property costs in 2005, part of these
costs ($267,000) were not booked until 2006 under U.S. GAAP.

9. This
column represents the unaudited pro forma combined condensed consolidated
income
statement for Amarin’s acquisition of Ester under U.S. GAAP and reflects those
items disclosed in notes 1 to 8. The write-off, in accordance with
U.S. GAAP, of the intangible that was created by the acquisition, is shown
in
note 11, table 3 below. This write-off is not recorded as an
adjustment in the income statement as it is a non-recurring charge attributable
to the acquisition of Ester that will be included in the income statement
of
Amarin within 12 months following the acquisition.

UNAUDITED
PRO FORMA COMBINED CONDENSED CONSOLIDATED INCOME STATEMENT – FOR THE COMBINATION
FOR THE 6 MONTHS ENDED JUNE 30, 2007

Amarin

IFRS

Ester

IFRS

Combined

IFRS

Amarin
adjustments between IFRS and U.S. GAAP

Combined

U.S.
GAAP

$’000

$’000

$’000

$’000

$’000

Note
1

Note
2

Note
3

Note
4

Note
5

Note
6

Note
7

Note
8

Turnover

-

-

-

-

-

-

111

111

Cost
of sales

-

-

-

-

-

-

-

-

Gross
Profit

-

-

-

-

-

-

111

111

Research
& Development

(7,373)

(393)

(7,766)

-

(8)

-

-

(7,774)

Selling,
General & Administrative

(18,737)

(42)

(18,779)

8,953

(111)

(122)

-

(10,059)

Operating
expenses

(26,110)

(435)

(26,545)

8,953

(119)

(122)

-

(17,833)

Operating
loss

(26,110)

(435)

(26,545)

8,953

(119)

(122)

111

(17,722)

Finance
income

1,200

7

1,207

-

-

-

-

1,207

Finance
expense

-

-

-

-

-

-

-

-

Loss
before tax

(24,910)

(428)

(25,338)

8,953

(119)

(122)

111

(16,515)

Tax

486

-

486

-

-

-

-

486

Loss
for the period

(24,424)

(428)

(24,852)

8,953

(119)

(122)

111

(16,029)

Earnings
per share - basic

(0.27)

(0.02)

(0.22)

(0.14)

Earnings
per share - diluted

(0.27)

(0.02)

(0.22)

(0.14)

Number
of shares

90,684,230

24,618,414

115,302,644

115,302,644

Loss
per
share has been calculated as the loss for the six month period divided by
the
number of shares in issue. No dilution arose due to option grant prices being
below market price. The number of shares on combination represents
Amarin’s number of shares at June 30, 2007 of 90,684,230 and 24,618,414 being
the number of shares issued to Ester as part of the initial consideration
for
the transaction.

S-24

Notes
to pro forma income statement for the period ended June 30,
2007

1. This
column represents the income statement as extracted from Amarin’s IFRS financial
statements for the period ended June 30, 2007.

2. This
column represents the income statement extracted from Ester’s IFRS financial
statements for the period ended June 30, 2007.

3. This
column shows the result of combining the effects of notes 1and 2 above and
forms
the pro forma combined income statement for the acquisition of Ester by Amarin
under IFRS. Amarin’s adjustments between IFRS and U.S. GAAP are
detailed in notes 4 to 7 below:

4. Under
IFRS externally purchased rights associated with pharmaceutical products
which
are in clinical trials phase of development can be capitalized and amortized
where there is a sufficient likelihood of future economic
benefit. Under U.S. GAAP specific guidance relating to pharmaceutical
products in the development phase requires such amounts to be expensed unless
they have attained regulatory milestones. Under IFRS Amarin had
capitalized $8,953,000 at December 31, 2006 relating to
Miraxion. This would have been expensed under U.S. GAAP. During the
second quarter of 2007, Amarin impaired the Miraxion intangible in
full.

5. Under
IFRS, Amarin recorded a provision of $nil relating to national insurance
amounts
due on stock options which would be payable on stock option gains at the
time of
exercise. Under IFRS national insurance contributions are accrued
over the vesting period of the underlying option. Under U.S. GAAP payroll
taxes
on stock options are accrued when the liability is incurred.

6. IFRS
requires that the fair value of share based payments is expensed to the income
statement over the period the related services are received, together with
an
increase in equity. Under U.S. GAAP, the Company adopted SFAS No.
123R, “Share-Based Payment”, using the modified-prospective transition method,
effective January 1, 2006 and therefore began to expense the fair value of
all
outstanding options over their remaining vesting periods to the extent the
options were not fully vested as of the adoption date and began to expense
the
fair value of all options granted subsequent to December 31, 2005 over their
requisite service periods. Since the adoption of SFAS No. 123R, the
Binomial Lattice model has been applied to calculate the fair value of
options. We recognize compensation expense for the fair value of
those awards which have graded vesting on an accelerated recognition
basis. For options granted prior to January 1, 2006, the Black
Scholes model was applied to calculate the fair value of options and expensed
on
a straight-line basis.

7. Amarin
received $500,000 in each of the years 2005 and 2006 on the licensing of
certain
rights to its LAX-202 candidate. Under IFRS, this license fee was
recognized as income in 2005 and 2006. Under U.S. GAAP, under SAB
104, this fee is being deferred and amortized over LAX-202’s development period,
which is estimated to be 5 years from January 1, 2006, upon the receipt of
cash.

8. This
represents the unaudited pro forma combined condensed consolidated income
statement for Amarin’s acquisition of Ester under U.S. GAAP and reflects those
items disclosed in notes 1 to 7. The write-off, in accordance with
U.S. GAAP, of the intangible that was created by the acquisition is shown
in
note 11, table 3 below. This write-off is not recorded as an
adjustment in the income statement as it is a non-recurring charge attributable
to the acquisition of Ester that will be included in the income statement
of
Amarin within 12 months following the acquisition.

Below
are
several tables (Tables 1-3) showing the various steps in order to arrive
at the
unaudited pro forma combined condensed consolidated combined balance sheet
under
U.S. GAAP, as shown in the final column of Table 3.

Notes
to the pro forma balance sheet at June 30, 2007, as adjusted for post balance
sheet events

1. This
column represents the balance sheet as extracted from Amarin’s IFRS interim
financial statements as at June 30, 2007.

Amarin’s
balance sheet at June 30, 2007 has been adjusted for the following material
post
balance events which occurred between the deemed reference date for Amarin,
of
June 30, 2007 and the consummation of the acquisition of Ester on December
5,
2007.

1a. In
conjunction with this transaction the Company expects to issue approximately
of
16,290,900 Ordinary Shares in consideration for $5,376,000 (nominal value
$1,686,000) and warrants to purchase 8,145,446 shares with an exercise price
of
$0.48 per share, the proceeds of which will be used to fund the combined
operations of the Amarin group.

1b. In
conjunction with this transaction the Company expects to issue convertible
debt
of $2,750,000 with a conversion price of $0.48 and warrants to purchase
2,291,666 shares with an exercise price of $0.48 per share. Interest on the
convertible debt will be charged at 8% per annum.

2. The
resulting balance sheet for Amarin under IFRS, as adjusted for material post
balance sheet events from the starting for the unaudited pro forma combined
condensed consolidated balance sheet, in Table 2.

5. This
adjustment reflects the purchase of the intangible assets, tangible fixed
asset
and working capital items as financed by the issuance of shares and cash
consideration, and the accrual for the fair value of milestone 1a - $5
million. The following analyses the fair value accounting under
IFRS.

Ester

Fair

value

adjustments

Acquisition

accounting

IFRS

Recognition

of
milestone

Ia

Acquisition

Accounting
after

recognition
of

milestone
Ia IFRS

$’000

$’000

$’000

$’000

$’000

Intangible
fixed assets

-

20,700

20,700

(182

)

20,518

Tangible
fixed assets

5

-

5

-

5

Net
current assets

141

-

141

-

141

Non
current liabilities

(5

)

-

(5

)

-

(5

)

Financial
liability

-

-

-

(4,818

)

(4,818

)

Net
assets acquired

141

20,700

20,841

(5,000

)

15,841

Consideration

No.
of Shares (‘000)

$

$’000

Shares
issued at fair value

24,618

0.4062

10,000

Cash
consideration

5,000

Deferred
consideration

5,000

Estimated
direct acquisition costs

700

Cost
of investment

20,700

S-28

Fair
value adjustments have been considered for all assets/liabilities present
on
Ester’s balance sheet at the date of acquisition (December 4 2007). For all
asset classes other than intangible fixed assets, no fair value adjustment
has
been proposed due to materiality and specifically, the proximity to settlement
for the other current assets and liabilities. Other acquisition liabilities
have
been considered but none have been noted that meet the requirements in IFRS
3.

The
most
significant fair value adjustment is the recognition of the intangible,
representing intellectual property rights. As this transaction is an
asset acquisition under IFRS 3 - Business Combinations, the fair value of
the
intangible is deemed to be the fair value of the consideration paid and any
costs directly attributable to the acquisition. As detailed above,
the fair value of the consideration to be paid is $19,818,000 and estimated
costs of $700,000 are directly attributable to the acquisition.

IFRS
3
requires the intangible to be adjusted for any contingent consideration as
soon
as payment becomes probable and the amount can be measured reliably. Achievement
of milestone Ia is considered to be more probable than not and payment can
be
measured reliably, and therefore milestone Ia has been included as a cost
of
acquisition. A description of the contingent consideration is described in
detail above (see preliminary purchase price).

6. This
represents the unaudited pro forma combined condensed balance sheet for Amarin’s
acquisition of Ester under IFRS and this forms the starting point for the
following table of adjustments which shows the further adjustments required
to
arrive at the combined U.S. GAAP balance sheet. See Table 3,
below.

8. Amarin
received $500,000 in each of the years 2005 and 2006 on the out-licensing
of
certain IP rights. Under IFRS, this license fee was recognized as
income in 2005 and 2006. Under U.S. GAAP, under SAB 104, this fee is
being deferred and amortized over the development period.

9. Under
IFRS, no provision was required for contingent consideration relating to
the
acquisition of Amarin Neuroscience Limited (we availed of the exemption under
IFRS 1- “First-time Adoption of International Financial Reporting
Standards”. Under U.S. GAAP, a deferred credit of $41,354k was
recognized as the cap of negative goodwill.

11. This
adjustment reflects the purchase of the intangible assets, tangible fixed
asset
and working capital items as financed by the issuance of shares and cash
consideration. The following analyses the fair value accounting under
U.S. GAAP in accordance with FAS 141 – Business Combinations.

Fair
value adjustments have been considered for all assets/liabilities present
on
Ester’s balance sheet at the date of acquisition (December 4,
2007). For all asset classes other than intangible fixed assets, no
fair value adjustment has been proposed due to materiality and specifically,
the
proximity to settlement for the other current assets and
liabilities. Other acquisition liabilities have been considered but
none have been noted.

The
most
significant fair value adjustment is the recognition of the intangible,
representing intellectual property rights. As this transaction is an
asset acquisition under FAS 141 – Business Combinations, the fair value of the
intangible is deemed to be the fair value of the consideration paid and any
costs directly attributable to the acquisition. As detailed above,
the fair value of the consideration to be paid is $19,818,000 and estimated
costs of $700,000 are directly attributable to the acquisition.

This
table shows the intangible asset that was created by the acquisition was
written
off as in process research and development in accordance with U.S.
GAAP